THIS SEVERANCE AGREEMENT (the "Agreement"), is made and entered into this 13th day of February, 2004 (the "Effective Date") by and between Vastera, Inc., a Delaware corporation with its principal place of business at 45025 Aviation Drive, Dulles, VA 20166 ("Vastera" or the "Company"), and Brian D. Henderson ("Henderson" or the "Employee").


        WHEREAS, Employee has been, and is currently, employed by the Company in a critical managerial position with the Company;

        WHEREAS, Employee is currently employed by the Company on an at-will basis; and

        WHEREAS, Employee and the Company each believe it to be in their best interests to provide Employee with certain severance protections and accelerated option vesting in certain circumstances


        NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    Employment.    The Company hereby agrees to continue Employee's current employment as its Chief Counsel unless terminated earlier in accordance with provisions contained herein below. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Chief Executive Officer or the Board of Directors (the "Board"), as the case may be.

        2.    Effect of Termination.    


        3.    Gross Up for Tax Treatment.    The Company agrees that if

the Company shall reimburse the Employee in full for both (i) the amount of any such excise tax owed upon such golden parachute payments and (ii) any excise or ordinary income taxes owed in connection with the payment of the amount described in the preceding clause (i) (such payments being referred to as the "gross up amounts").

        4.    Entire Agreement.    This Agreement and the exhibits hereto constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

        5.    Amendment.    This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

        6.    Governing Law.    This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Virginia.

        7.    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him.

        9.    Waiver of Jury Trial.    The parties agree that they have waived their right to a jury trial with respect to any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to the employment of the Employee, or the termination thereof, including any claims under federal, state, or local law, and that any such controversy, claim, or dispute shall be heard and adjudicated in the state courts of the Commonwealth of Virginia, in Fairfax County.

{Signatures on following page.}


        IN WITNESS WHEREOF, the parties hereto have executed this Severance Agreement as of the day and year set forth above.


        Timothy A. Davenport
        President and CEO

        Maria Henry
        Chief Financial Officer


Brian D. Henderson


Source: OneCLE Business Contracts.